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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
End of the First Proxy Access Campaign
America’s first proxy access campaign ended this week. In early November, funds controlled by Mario Gabelli nominated a candidate for election to the board of directors of National Fuel Gas Company (“NFG”) using the company’s proxy access bylaw. NFG then challenged the Gabelli funds’ eligibility under the proxy access bylaw. This Monday, the Gabelli funds’ nominee […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting
Tagged Boards of Directors, Charter & bylaws, Director nominations, Disclosure, Hedge funds, Proxy access, Rule 14a-8, Schedule 13D, Schedule 13G, Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder voting
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CEO Duality, Agency Costs, and Internal Capital Allocations
When a sole individual acts as both CEO and chair of the board of a firm, the resulting CEO duality creates one of the most contentious issues in the field of strategic leadership (Dalton et al., 2007; Finkelstein et al., 2009). While the global financial crisis triggered a wave of proposals to eliminate CEO duality […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Agency costs, Agency model, Board independence, Boards of Directors, Capital allocation, Executive Compensation, Firm valuation, Incentives, Management, Managerial style, Risk, Shareholder proposals
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Insider Trading Flaw: Toward a Fraud-on-The-Market Theory and Beyond
Since its inception, insider trading law has perplexed the legal community. Scholars have criticized the law for its lack of clarity and over-complexity. Such criticisms are understandable. Insider trading law is a dysfunctional hodge-podge of rules that make little intuitive sense. The problem arises in part because no U.S. statute defines insider trading. Nor does […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Fiduciary duties, Fraud-on-the-Market, Information asymmetries, Inside information, Insider trading, Section 10(b), Securities enforcement, Securities regulation, Supreme Court
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Taxing Top CEO Incomes
In our article, Taxing Top CEO Incomes, we ask: what should the marginal income tax rate on high earning CEOs be? Recent research suggests that it should be high, perhaps as high as 70 per cent or 80 per cent. This research is based on a formula due to Diamond and Saez (2011) that relates the […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Executive performance, Executive value, Labor markets, Management, Market efficiency, Shareholder value, Taxation
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The Case Against Fiduciary Entity Veil Piercing
When two of the nation’s leading business law jurists question a judge-made doctrine of a relatively recent vintage for giving rise “to a particularly odd pattern of routine veil piercing,” one senses that a doctrinal change may be stirring. In this case, those two jurists are Delaware Chief Justice Leo Strine and Delaware Vice-Chancellor Travis Laster. […]
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Posted in Academic Research, Boards of Directors, Court Cases
Tagged Beneficial owners, Boards of Directors, Conflicts of interest, Contracts, Corporate liability, Corporate veil, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards, Partnerships
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Proxy Access Test Drive Hits a Wall
You probably recall that, on November 9, 2016, GAMCO Asset Management Inc. (entity affiliated with activist investor Mario Gabelli) and certain affiliates used the proxy access bylaws recently adopted at National Fuel Gas Company, an NYSE-listed diversified natural gas company, to nominate a candidate for election to the company’s board at its 2017 annual meeting. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Disclosure, Hedge funds, Proxy access, Schedule 13D, Schedule 13G, Shareholder activism, Shareholder elections, Shareholder nominations, Shareholder proposals
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Why Enron Remains Relevant
The fifteenth anniversary of the Enron bankruptcy (December 2, 2001) provides an excellent opportunity for the general counsel to review with a new generation of corporate officers and directors the problematic board conduct that proved to have seismic and lasting implications for corporate governance. The self-identified failures of Enron director oversight not only led to […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Accounting, Agency costs, Boards of Directors, Commonsense Principles, Compliance & ethics, Conflicts of interest, Corporate fraud, Enron, Management, Misconduct, Oversight, Sarbanes–Oxley Act, Securities enforcement, Securities fraud, Securities regulation, Whistleblowers
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Weekly Roundup: November 25–December 1, 2016
When Is a “Final Offer” Not Final? Posted by Charlie Geffen, Gibson Dunn & Crutcher LLP, on Friday, November 25, 2016 Tags: Bidders, International governance, Mergers & acquisitions, Offer pricing, Takeovers, Target firms, Tender offer, UK, UK Takeover Code New Theory in Corporate Governance Undermines Theories Relied on by Proponents of Short-Termism and Shareholder Activism […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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2016 Shareholder Activism Insight Report
In June and July of 2016, Schulte Roth & Zabel commissioned Activist Insight and FTI Consulting to interview 37 respondents from different activist firms. The survey sample consisted of economic activist funds with combined assets under management of $153 billion that have engaged over 420 companies in more than 50 countries in public activist campaigns […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Institutional Investors, International governance, ISS, Mergers & acquisitions, Precatory proposals, Proxy advisors, Proxy contests, Shareholder activism, Shareholder nominations, Surveys
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OM&A Updated Guidance on Tender Offers
On Friday, November 18, 2016, the Staff in the Office of Mergers & Acquisitions (“OM&A”) in the Division of Corporation Finance (the “Staff”) at the Securities and Exchange Commission released several new Compliance and Disclosure Interpretations (“C&DIs”) addressing: the level of disclosure deemed appropriate for compensation arrangements with financial advisors retained in connection with responding […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Conflicts of interest, Cross-border transactions, Disclosure, Financial advisers, Incentives, Mergers & acquisitions, SEC, Securities regulation, Tender offer
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